EXHIBIT 5.1

               [LETTERHEAD OF BALCH & BINGHAM LLP APPEARS HERE]

                              _____________, 1998

New South Bancshares, Inc.
1900 Crestwood Boulevard
Birmingham, Alabama 35210

        Re: Registration Statement on Form S-1

Ladies and Gentlemen:

        We have acted as counsel to New South Bancshares, Inc. (the "Company") 
in connection with the preparation of a Registration Statement on Form S-1, 
including a preliminary prospectus (the "Registration Statement"), which has 
been filed with the Securities and Exchange Commission (the "Commission") under 
the Securities Act of 1933, as amended (the "Act"), for the registration under 
the Act of (1) Subordinated Deferred Interest Debenture (the "Subordinated 
Debentures") to be issued by the Company, (2) Preferred Securities 
(liquidation amount $10 per Preferred Security) to be issued by New South 
Capital Trust I, and (3) the Company's Guarantee (as defined in the Registration
Statement) with respect to such Preferred Securities. The Subordinated 
Debentures will be issued pursuant to an indenture, as supplemented, between the
Company and the trustee named therein (the "Indenture") and the Guarantee 
will be issued pursuant to a guaranty agreement between the Company and the 
trustee named therein (the "Guaranty Agreement"), in each case in the respective
forms filed as exhibits to the Registration Statement.

        We are of the opinion that, upon compliance with the pertinent 
provisions of the Act and the Trust Indenture Act of 1939, as amended, upon 
compliance with applicable securities or blue sky laws of various jurisdictions,
upon the adoption of appropriate resolutions by the Board of Directors of the 
Company, when the Indenture and the Guaranty Agreement have been duly executed 
and delivered by the proper officers of the Company and the Trustees named 
therein, and when the Subordinated Debentures and the Guarantee have been 
executed, authenticated and delivered in accordance with the terms of the 
Indenture and the Guarantee, as the case may be, the Subordinated Debentures and
the Guarantee will be valid, binding and legal obligations of the Company 
(subject to applicable bankruptcy, moratorium and similar laws from time to time
in force and to general principles of equity, whether considered in a proceeding
at law or in equity). We consent to the filing of this opinion as an exhibit to 
the Registration Statement. We also consent to the reference to Balch & Bingham 
LLP under the caption "Validity of Securities" in the Registration Statement.


                                            Very truly yours,

                                            /s/ Balch & Bingham LLP
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                                            Balch & Bingham